Liberty Ltd. is public company with 229 members as under: No. of members Directors and their relatives 12 Employees 24 Ex-Employees [shares were allotted when they were Employees] 28 Others 165 Total 229 The Board of Dir

CS Professional · Advanced Company Law and Practice · PYQS · December 2019
Liberty Ltd. is public company with 229 members as under: No. of members Directors and their relatives 12 Employees 24 Ex-Employees [shares were allotted when they were Employees] 28 Others 165 Total 229 The Board of Directors have resolved to convert the company into a private company. What actions will be required to be taken by the Board of Director for reduction in the number of members as required under the Companies Act, 2013 and the rules made thereunder.

Answer & Explanation:

As per the provisions of Section 2(68) of the Companies Act, 2013, a private company means a company, having a minimum paid up share capital as maybe prescribed and which by its articles: restricts the right to transfer of its shares except in case of one person company, limits the number of its members to two hundred, provided that: where two or more persons hold one or more shares in a company jointly, they shall be treated as a single person persons who are in the employment of the company and persons who having been in the employment of the company, were members of the company while in the employment and have continued to be members after the employment ceased, shall not be included in the number of members prohibits any invitation to the public to subscribe for any securities of the company. In view of the above provisions, for conversion of Liberty Ltd. into a private company, no actions for reduction of number of members will be required to be taken as 24 employees and 28 ex-employees will be excluded for consideration of the limit of 200 members. After excluding employees and ex-employees, there will be 177 members as per the above provisions, which is well within the limits of 200 members as provided under Section 2(68) of the Companies Act 2013.

Topics: Company Incorporation

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